 | ONE SHELL PLAZA | ABU DHABI | HOUSTON | |||
| 910 LOUISIANA | AUSTIN | LONDON | ||||
| HOUSTON, TEXAS | BEIJING | MOSCOW | ||||
| 77002-4995 | BRUSSELS | NEW YORK | ||||
| DALLAS | PALO ALTO | |||||
| TEL +1 | DUBAI | RIYADH | ||||
| 713.229.1234 | HONG KONG | WASHINGTON | ||||
| FAX +1 | ||||||
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| BakerBotts.com |
September 27, 2012
| VIA EDGAR | Kelly B. Rose | |
| TEL +1 713.229.1796 | ||
| FAX +1 713.229.7996 | ||
| kelly.rose@bakerbotts.com |
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kevin Dougherty
| Re: | LinnCo, LLC. |
| Registration Statement on Form S-1 (File No. 333-182305) |
| (the “Registration Statement”) |
Dear Mr. Dougherty:
On behalf of LinnCo, LLC, a Delaware limited liability company (the “Company”), we are submitting this letter to the staff of the Securities and Exchange Commission together with revisions to the Registration Statement to include an example of the manner in which we anticipate using a reference closing price of units of Linn Energy, LLC (“LINN”) in determining the price at which the Company’s shares are expected to be offered. We note that the last reported sale price of LINN units on NASDAQ on September 25, 2012 was $41.37 per unit. We would anticipate updating this information to use a more recent trading price when filing the revised Registration Statement. The Company has used this price to calculate the use of proceeds and to make certain other revisions included in the pages submitted herewith. Please telephone the undersigned at (713) 229-1796 with any questions or comments you have.
Sincerely,
Kelly B. Rose
HOU03:1312380